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EXHIBIT 3
AMENDED AND RESTATED BYLAWS
OF
AMERICAS GAMING INTERNATIONAL, INC.
ARTICLE I
OFFICES
1. Principal Office.
The principal office shall be in the City of Reno, County of Washoe,
State of Nevada.
2. Other Offices.
The Corporation may also have offices at such other places both within
and without the State of Nevada as the Board of Directors may from time to time
determine or the business of the Corporation may require.
ARTICLE II
STOCKHOLDERS
1. Annual Meeting.
The annual meeting of the shareholders shall be held on such date and
at such time as the Board of Directors shall determine, for the purpose of
electing Directors and for the transaction of such other business as may
properly come before the meeting. If the election of Directors is not held on
the day designated for any annual meeting of the stockholders, or any
adjournment thereof, the Directors shall cause the election to be held at a
special meeting of the stockholders as soon thereafter as convenient.
2. Special Meetings.
Special meetings of the stockholders may be called for any purpose or
purposes at any time by the Board of Directors, Chairman of the Board or the
President, and shall be called by the Chairman of the Board or the President at
the request of the holders of not less than one-tenth (1/10) of all outstanding
stock of the Corporation entitled to vote at such meeting, or otherwise as
provided by the Nevada General Corporation Law and Section 13 of Article II of
these Bylaws. Such request shall state the purpose or purposes of the proposed
meeting. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.
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3. Place of Meetings.
Annual and special meetings of the stockholders may be held at such
time and place within or without the State of Nevada as shall be stated in the
notice of the meeting, or in a duly executed waiver of notice thereof.
4. Notice of Meeting.
Written notice stating the place, date and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered to each stockholder of record entitled to vote at
such meeting not less than ten (10) nor more than sixty (60) days before the
date of the meeting. Notice may be delivered either personally or by first
class, certified or registered mail, postage prepaid, and signed by an officer
of the Corporation at the direction of the person or persons calling the
meeting. If mailed, notice shall be deemed to be delivered when mailed to the
stockholders at his or her address as it appears on the stock transfer books of
the Corporation. Delivery of any such notice to any officer of a corporation or
association, or to any member of a partnership shall constitute delivery of such
notice to such corporation, association or partnership. In the event of the
transfer of stock after delivery or mailing of the notice of and prior to the
holding of the meeting it shall not be necessary to deliver or mail notice of
the meeting to the transferee. Notice need not be given of an adjourned meeting
if the time and place thereof are announced at the meeting at which the
adjournment is taken, provided that such adjournment is for less than thirty
(30) days and further provided that a new record date is not fixed for the
adjourned meeting, in either of which events, written notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at such
meeting. At any adjourned meeting, any business may be transacted which might
have been transacted at the meeting as originally noticed. A written waiver of
notice, whether given before or after the meeting to which it relates, shall be
equivalent to the giving of notice of such meeting to the stockholder or
stockholders signing such waiver. Attendance of a stockholder at a meeting shall
constitute a waiver of notice of such meeting, except when the stockholder
attends for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
5. Fixing Date for Determination of Stockholders Record.
In order that the Corporation may determine the stockholders entitled
to notice of and to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a meeting,
or to receive payment of any dividend or other distribution or allotment of any
rights, or to exercise any rights in respect of any other change, conversion or
exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix in advance a record date, which shall not be more than sixty
(60) nor less than ten (10) days prior to the date of such meeting or such
action, as the case may be. If the Board of Directors has not fixed a record
date for determining the stockholders entitled to notice of and to vote at a
meeting of stockholders, the record date shall be at close of business on the
day next preceding the day on which notice is given, or if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held. If the Board of Directors has not fixed a record date for determining the
stockholders entitled to express consent to corporate action in writing without
a meeting, when no prior action by the Board of Directors is necessary,
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the record date shall be the day on which the first written consent is expressed
by any stockholder. If the Board of Directors has not fixed a record date for
determining stockholders for any other purpose, the record date shall be at the
close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.
6. Record of Stockholders.
The Secretary or other officer having charge of the stock transfer
books of the Corporation shall make, or cause to be made, at least ten (10) days
before every meeting of stockholders, a complete record of the stockholders
entitled to vote at a meeting of stockholders or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.
7. Quorum and Manner of Acting.
At any meeting of the stockholders, the presence, in person or by
proxy, of the holders of a majority of the outstanding stock entitled to vote
shall constitute a quorum for the transaction of business except as otherwise
provided by the Nevada General Corporation Law or by the Articles of
Incorporation. All shares represented and entitled to vote on any single subject
matter which may be brought before the meeting shall be counted for quorum
purposes. Only those shares entitled to vote on a particular subject matter
shall be counted for the purpose of voting on that subject matter. Business may
be conducted once a quorum is present and may continue to be conducted until
adjournment sine die, notwithstanding the withdrawal or temporary absence of
stockholders leaving less than a quorum. Except as otherwise provided in the
Nevada General Corporation Law or the Articles of Incorporation, the affirmative
vote of the holders of a majority of the shares of stock then represented at the
meeting and entitled to vote thereat shall be the act of the stockholders;
provided, however, that if the shares of stock so represented are less than the
number required to constitute a quorum, the affirmative vote must be such as
would constitute a majority if a quorum were present, except that the
affirmative vote of the holders of a majority of the shares of stock then
present is sufficient in all cases to adjourn a meeting.
8. Voting of Shares of Stock.
Each stockholder shall be entitled to one vote or corresponding
fraction thereof for each share of stock or fraction thereof standing in his,
her or its name on the books of the Corporation on the record date. A
stockholder may vote either in person or by valid proxy, as defined in Section
12 of this Article II, executed in writing by the stockholder or by his, her or
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its duly authorized attorney in fact. Shares of its own stock belonging to the
Corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor counted
for quorum purposes; provided, however, that the foregoing shall not limit the
right of any corporation to vote stock, including but not limited to its own
stock, when held by it in a fiduciary capacity. Shares of stock standing in the
name of another corporation may be voted by such officer, agent or proxy as the
bylaws of such other corporation may prescribe or, in the absence of such
provision, as the Board of Directors of such other corporation may determine.
Unless demanded by a stockholder present in person or by proxy at any meeting of
the stockholders and entitled to vote thereat, or unless so directed by the
chairman of the meeting, the vote thereat on any question need not be by ballot.
If such demand or direction is made, a vote by ballot shall be taken, and each
ballot shall be signed by the stockholder voting, or by his or her proxy, and
shall state the number of shares voted.
9. Organization.
At each meeting of the stockholders, the Chairman of the Board, or, if
he or she is absent therefrom, the President, or, if he or she is absent
therefrom, another officer of the Corporation chosen as chairman of such meeting
by stockholders holding a majority of the shares present in person or by proxy
and entitled to vote thereat, or, if all the officers of the Corporation are
absent therefrom, a stockholder of record so chosen, shall act as chairman of
the meeting and preside thereat. The Secretary, or, if he or she is absent from
the meeting or is required pursuant to the provisions of this Section 9 to act
as chairman of such meeting, the person (who shall be an Assistant Secretary, if
any and if present) whom the chairman of the meeting shall appoint shall act as
secretary of the meeting and keep the minutes thereof.
10. Order of Business.
The order of business at each meeting of the stockholders shall be
determined by the chairman of such meeting, but the order of business may be
changed by the vote of stockholders holding a majority of the shares present in
person or by proxy at such meeting and entitled to vote thereat.
11. Voting.
At all meetings of stockholders, each stockholder entitled to vote
thereat shall have the right to vote, in person or by proxy, and shall have, for
each share of stock registered in his, her or its name, the number of votes
provided by the Articles of Incorporation or these Bylaws in respect of stock of
such class. Stockholders shall not have cumulative voting rights with respect to
the election of Directors.
12. Voting by Proxy.
At any meeting of the stockholders, any stockholder may be represented
and vote by a proxy or proxies appointed by an instrument in writing, In the
event that any such instrument in writing shall designate two (2) or more
persons to act as proxies, a majority of such persons present at the meeting,
or, if only one shall be present, then that one shall have and may
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exercise all of the powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide. No such
proxy shall be valid after the expiration of six (6) months from the date of its
execution, unless coupled with an interest, or unless the person executing it
specifies therein the length of time for which it is to continue in force, which
in no case shall exceed seven (7) years from the date of its execution. Subject
to the above, any proxy duly executed is not revoked and continues in full force
and effect until an instrument revoking it or a duly executed proxy bearing a
later date is filed with the Secretary of the Corporation.
13. Action By Stockholders Without a Meeting.
Any action required or permitted to be taken at a meeting of the
stockholders may be taken without a meeting, without notice and without a vote,
if a consent in writing, setting forth the action so taken, is signed by the
holders of outstanding stock having not less than the number of votes that would
have been necessary to authorize such action at a meeting at which all shares
entitled to vote were present and voted. Such written consent shall not be valid
unless it is (a) signed by the stockholder, (b) dated, as to the date of such
stockholder's signature, and (c) delivered to the Corporation personally or by
certified or registered mail, return receipt requested, to the Corporation's
principal place of business, principal office in the State of Nevada or officer
or agent who has custody of the book in which the minutes of meetings of
stockholders are recorded, within sixty (60) days after the earliest date that a
stockholder signed the written consent. Prompt notice of the taking of any such
action shall be given to any such stockholders entitled to vote who have not so
consented in writing.
ARTICLE III
Board of Directors
1. General Powers.
The business and affairs of the Corporation shall be managed by the
Board of Directors.
2. Number, Term of Office and Qualifications.
Subject to the requirements of the Nevada General Corporation Law or
the Articles of Incorporation, the Board of Directors may from time to time
determine the number of Directors. Until the Board of Directors shall otherwise
determine, the number of Directors shall be that number comprising the initial
Board of Directors as set forth in the Articles of Incorporation. Each director
shall hold office until his or her successor is duly elected or until his or her
earlier death or resignation or removal in the manner hereinafter provided.
Directors need not be stockholders.
3. Place of Meeting.
The Board of Directors may hold its meetings, either within or without
the State of Nevada, at such place or places as it may from time to time by
resolution determine or as shall be designated in any notices or waivers of
notice thereof. Any such meeting, whether regular
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or special, may be held by telephone conference or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting in such manner shall constitute
presence in person at such meeting. Each person participating in a telephonic
meeting shall sign the minutes thereof, which may be signed in counterparts.
4. Annual Meetings.
As soon as practicable after each annual election of Directors and on
the same day, the Board of Directors shall meet for the purpose of organization
and the transaction of other business at the place where regular meetings of the
Board of Directors are held, and no notice of such meeting shall be necessary in
order to legally hold the meeting, provided that a quorum is present. If such
meeting is not held as provided above, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for a
special meeting of the Board of Directors, or in the event of waiver of notice
as specified in the written waiver of notice.
5. Regular Meetings.
Regular meetings of the Board of Directors may be held without notice
at such times as the Board of Directors shall from time to time by resolution
determine.
6. Special Meetings; Notice.
Special meetings of the Board of Directors shall be held, either within
or without the State of Nevada, whenever called by the Chairman of the Board or
a majority of the Directors at the time in office. Notice shall be given, in the
manner hereinafter provided, of each such special meeting, which notice shall
state the time and place of such meeting, but need not state the purposes
thereof. Except as otherwise provided in Section 9 of this Article III, notice
of each such meeting shall be mailed to each Director, addressed to him or her
at his or her residence or usual place of business, at least two (2) days before
the day on which such meeting is to be held, or shall be sent addressed to him
or her at such place by facsimile, cable, wireless or other form of recorded
communication or delivered personally or by telephone not later than the day
before the day on which such meeting is to be held. A written waiver of notice,
whether given before or after the meeting to which it relates, shall be
equivalent to the giving of notice of such meeting to the Director or Directors
signing such waiver. Attendance of a Director at a special meeting of the Board
of Directors shall constitute a waiver of notice of such meeting, except when he
or she attends the meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.
7. Quorum and Manner of Acting.
A majority of the whole Board of Directors shall be present in person
at any meeting of the Board of Directors in order to constitute a quorum for the
transaction of business at such meeting, and except as otherwise specified in
these Bylaws, and except also as otherwise expressly provided by the Nevada
General Corporation Law, the vote of a majority of the Directors present at any
such meeting at which a quorum is present shall be the act of the Board
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of Directors. In the absence of a quorum from any such meeting, a majority of
the Directors present thereat may adjourn such meeting from time to time to
another time or place, without notice other than announcement at the meeting,
until a quorum shall be present thereat. The Directors shall act only as a Board
of Directors and the individual Directors shall have no power as such.
8. Organization.
At each meeting of the Board of Directors, the Chairman of the Board,
or, if he or she is absent therefrom, the President, or if he or she is absent
therefrom, a Director chosen by a majority of the Directors present thereat,
shall act as chairman of such meeting and preside thereat. The Secretary, or if
he or she is absent, the person (who shall be an Assistant Secretary, if any and
if present) whom the chairman of such meeting shall appoint, shall act as
Secretary of such meeting and keep the minutes thereof.
9. Action by Directors Without a Meeting.
Any action required or permitted to be taken at a meeting of the Board
of Directors may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, is signed by
all Directors and such consent is filed with the minutes of the proceedings of
the Board of Directors.
10. Resignations.
Any Director may resign at any time by giving written notice of his or
her resignation to the Corporation. Any such resignation shall take effect at
the time specified therein, or, if the time when it shall become effective is
not specified therein, it shall take effect immediately upon its receipt by the
Chairman of the Board, the President or the Secretary; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
11. Removal of Directors.
Directors may be removed, with or without cause, as provided from time
to time by the Nevada General Corporation Law as then in effect.
12. Vacancies.
Vacancies and newly created directorships resulting from any increase
in the authorized number of Directors elected by all of the stockholders having
the right to vote as a single class may be filled by a majority of the Directors
then in office, although less than a quorum, or by a sole remaining Director. If
at any time, by reason of death or resignation or other cause, the Corporation
has no Directors in office, then any officer or any stockholder or an executor,
administrator, trustee or guardian of a stockholder, may call a special meeting
of stockholders for the purpose of filling vacancies in the Board of Directors.
If one or more Directors shall resign from the Board of Directors, effective at
a future date, a majority of the Directors then in office, including those who
have so resigned, shall have the power to fill such vacancy or
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vacancies, the vote thereon to take effect when such resignation or resignations
shall become effective, and each Director so chosen shall hold office as
provided in this section in the filling of other vacancies.
13. Compensation.
Unless otherwise expressly provided by resolution adopted by
the Board of Directors, no Director shall receive any compensation for his or
her services as a Director. The Board of Directors may at any time and from time
to time by resolution provide that the Directors shall be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
Director. In addition, the Board of Directors may at any time and from time to
time by resolution provide that Directors shall be paid their actual expenses,
if any, of attendance at each meeting of the Board of Directors. Nothing in this
section shall be construed as precluding any Director from serving the
Corporation in any other capacity and receiving compensation therefor, but the
Board of Directors may by resolution provide that any Director receiving
compensation for his or her services to the Corporation in any other capacity
shall not receive additional compensation for his or her services as a Director.
ARTICLE IV
OFFICERS
1. Number.
The Corporation shall have the following officers: a Chairman
of the Board (who shall be a Director), a President, a Vice President, a
Secretary and a Treasurer. At the discretion of the Board of Directors, the
Corporation may also have additional Vice Presidents, one or more Assistant Vice
Presidents, one or more Assistant Secretaries and one or more Assistant
Treasurers. Any two (2) or more offices may be held by the same person.
2. Election and Term of Office.
The officers of the Corporation shall be elected annually by
the Board of Directors. Each such officer shall hold office until his or her
successor is duly elected or until his or her earlier death or resignation or
removal in the manner hereinafter provided.
3. Agents.
In addition to the officers mentioned in Section 1 of this
Article IV, the Board of Directors may appoint such agents as the Board of
Directors may deem necessary or advisable, each of which agents shall have such
authority and perform such duties as are provided in these Bylaws or as the
Board of Directors may from time to time determine. The Board of Directors may
delegate to any officer or to any committee the power to appoint or remove any
such agents.
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4. Removal.
Any officer may be removed, with or without cause, at any time
by resolution adopted by a majority of the whole Board of Directors.
5. Resignations.
Any officer may resign at any time by giving written notice of
his or her resignation to the Board of Directors, the Chairman of the Board, the
President or the Secretary. Any such resignation shall take effect at the times
specified therein, or, if the time when it shall become effective is not
specified therein, it shall take effect immediately upon its receipt by the
Board of Directors, the Chairman of the Board, the President or the Secretary;
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
6. Vacancies.
A vacancy in any office due to death, resignation, removal,
disqualification or any other cause may be filled for the unexpired portion of
the term thereof by the Board of Directors.
7. Chairman of the Board.
The Chairman of the Board shall be the chief executive officer
of the Corporation and shall have, subject to the control of the Board of
Directors, general and active supervision and direction over the business and
affairs of the Corporation and over its several officers. The Chairman of the
Board shall: (a) preside at all meetings of the stockholders and at all meetings
of the Board of Directors; (b) make a report of the state of the business of the
Corporation at each annual meeting of the stockholders; (c) see that all orders
and resolutions of the Board of Directors are carried into effect; (d) sign,
with the Secretary or an Assistant Secretary, certificates for stock of the
Corporation; (e) have the right to sign, execute and deliver in the name of the
Corporation all deeds, mortgages, bonds, contracts or other instruments
authorized by the Board of Directors, except in cases where the signing,
execution or delivery thereof is expressly delegated by the Board of Directors
or by these Bylaws to some other officer or agent of the Corporation or where
any of them are required by law otherwise to be signed, executed or delivered;
and (f) have the right to cause the corporate seal, if any, to be affixed to any
instrument which requires it. In general, the Chairman of the Board shall
perform all duties incident to the office of the Chairman of the Board and such
other duties as from time to time may be assigned to him or her by the Board of
Directors.
8. President.
The President shall have, subject to the control of the Board
of Directors and the Chairman of the Board, general and active supervision and
direction over the business and affairs of the Corporation and over its several
officers. At the request of the Chairman of the Board, or in case of his or her
absence or inability to act, the President shall perform the duties of the
Chairman of the Board and, when so acting, shall have all the powers of, and be
subject to all the restrictions upon, the Chairman of the Board. He may sign,
with the Secretary or an Assistant Secretary, certificates for stock of the
Corporation. He may sign, execute and deliver
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in the name of the Corporation all deeds, mortgages, bonds, contracts or other
instruments authorized by the Board of Directors, except in cases where the
signing, execution or delivery thereof is expressly delegated by the Board of
Directors or by these Bylaws to some other officer or agent of the Corporation
or where any of them are required by law otherwise to be signed, executed or
delivered, and he may cause the corporate seal, if any, to be affixed to any
instrument which requires it. In general, the President shall perform all duties
incident to the office of the President and such other duties as from time to
time may be assigned to him or her by the Board of Directors or the Chairman of
the Board.
9. Vice President.
The Vice President and any additional Vice Presidents shall
have such powers and perform such duties as the Chairman of the Board, the
President or the Board of Directors may from time to time prescribe and shall
perform such other duties as may be prescribed by these Bylaws. At the request
of the President, or in case of his or her absence or inability to act, the Vice
President shall perform the duties of the President and, when so acting, shall
have all the powers of, and be subject to all the restrictions upon, the
President.
10. Secretary.
The Secretary shall: (a) record all the proceedings of the
meetings of the stockholders, the Board of Directors and the Executive
Committee, if any, in one or more books kept for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these Bylaws or as
required by law; (c) be the custodian of all contracts, deeds, documents, all
other indicia of title to properties owned by the Corporation and of its other
corporate records (except accounting records) and of the corporate seal, if any,
and affix such seal to all documents the execution of which on behalf of the
Corporation under its seal is duly authorized; (d) sign, with the Chairman of
the Board, the President, the Executive Vice President or a Vice President,
certificates for stock of the Corporation; (e) have charge, directly or through
the transfer clerk or transfer clerks, transfer agent or transfer agents and
registrar or registrars appointed as provided in Section 3 of Article VII of
these Bylaws, of the issue, transfer and registration of certificates for stock
of the Corporation and of the records thereof, such records to be kept in such
manner as to show at any time the amount of the stock of the Corporation issued
and outstanding, the manner in which and the time when such stock was paid for,
the names, alphabetically arranged, and the addresses of the holders of record
thereof, the number of shares held by each, and the time when each became a
holder of record; (f) upon request, exhibit or cause to be exhibited at all
reasonable times to any Director such records of the issue, transfer and
registration of the certificates for stock of the Corporation; (g) see that the
books, reports, statements, certificates and all other documents and records
required by law are properly kept and filed; and (h) see that the duties
prescribed by Section 6 of Article II of these Bylaws are performed. In general,
the Secretary shall perform all duties incident to the office of Secretary and
such other duties as from time to time may be assigned to him or her by the
Chairman of the Board, the President or the Board of Directors.
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11. Treasurer.
If required by the Board of Directors, the Treasurer shall
give a bond for the faithful discharge of his or her duties in such sum and with
such surety or sureties as the Board of Directors shall determine. The Treasurer
shall: (a) have charge and custody of, and be responsible for, all funds,
securities, notes and valuable effects of the Corporation; (b) receive and give
receipt for moneys due and payable to the Corporation from any sources
whatsoever; (c) deposit all such moneys to the credit of the Corporation or
otherwise as the Board of Directors, the Chairman of the Board or the President
shall direct in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of Article VI of these Bylaws; (d)
cause such funds to be disbursed by checks or drafts on the authorized
depositories of the Corporation signed as provided in Article VI of these
Bylaws; (e) be responsible for the accuracy of the amounts of, and cause to be
preserved proper vouchers for, all moneys so disbursed; (f) have the right to
require from time to time reports or statements giving such information as he or
she may desire with respect to any and all financial transactions of the
Corporation from the officers or agents transacting the same; (g) render to the
Chairman of the Board, the President or the Board of Directors, whenever they,
respectively, shall request him or her so to do, an account of the financial
condition of the Corporation and of all his or her transactions as Treasurer;
and (h) upon request, exhibit or cause to be exhibited at all reasonable times
the cash books and other records to the Chairman of the Board, the President or
any of the Directors of the Corporation. In general, the Treasurer shall perform
all duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him or her by the Chairman of the Board, the
President or the Board of Directors.
12. Assistant Officers.
Any persons elected as assistant officers shall assist in the
performance of the duties of the designated office and such other duties as
shall be assigned to them by any Vice President, the Secretary or the Treasurer,
as the case may be, or by the Board of Directors, the Chairman of the Board, or
the President.
13. Compensation.
The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.
ARTICLE V
COMMITTEES
1. Executive Committee; How Constituted and Powers.
The Board of Directors, by resolution adopted by a majority of
the whole Board of Directors, may designate one or more of the Directors then in
office, who shall include the Chairman of the Board, to constitute an Executive
Committee, which shall have and may exercise between meetings of the Board of
Directors all the delegable powers of the Board of Directors to the extent not
expressly prohibited by the Nevada General Corporation Law or by
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resolution of the Board of Directors. The Board of Directors may designate one
or more Directors as alternate members of the Committee who may replace any
absent or disqualified member at any meeting of the Committee. Each member of
the Executive Committee shall continue to be a member thereof only during the
pleasure of a majority of the whole Board of Directors.
2. Executive Committee; Organization.
The Chairman of the Board shall act as chairman at all
meetings of the Executive Committee and the Secretary shall act as secretary
thereof. In case of the absence from any meeting of the Chairman of the Board or
the Secretary, the Committee may appoint a chairman or secretary, as the case
may be, of the meeting.
3. Executive Committee; Meetings.
Regular meetings of the Executive Committee may be held
without notice on such days and at such places as shall be fixed by resolution
adopted by a majority of the Committee and communicated to all its members.
Special meetings of the Committee shall be held whenever called by the Chairman
of the Board or a majority of the members thereof then in office. Notice of each
special meeting of the Committee shall be given in the manner provided in
Section 6 of Article III of these Bylaws for special meetings of the Board of
Directors. Notice of any such meeting of the Executive Committee, however, need
not be given to any member of the Committee if waived by him or her in writing
or by facsimile, cable, wireless or other form of recorded communication either
before or after the meeting, or if he or she is present at such meeting, except
when he or she attends for the express purpose of objecting to the transaction
of any business because the meeting is not lawfully called or convened. Subject
to the provisions of this Article V, the Committee, by resolution adopted by a
majority of the whole Committee, shall fix its own rules of procedure and it
shall keep a record of its proceedings and report them to the Board of Directors
at the next regular meeting thereof after such proceedings have been taken. All
such proceedings shall be subject to revision or alteration by the Board of
Directors; provided, however, that third parties shall not be prejudiced by any
such revision or alteration.
4. Executive Committee; Quorum and Manner of Acting.
A majority of the Executive Committee shall constitute a
quorum for the transaction of business, and, except as specified in Section 3 of
this Article V, the act of a majority of those present at a meeting thereof at
which a quorum is present shall be the act of the Committee. The members of the
Committee shall act only as a committee, and the individual members shall have
no power as such.
5. Other Committees.
The Board of Directors, by resolution adopted by a majority of
the whole Board, may constitute other committees, which shall in each case
consist of one or more of the Directors and, at the discretion of the Board of
Directors, such officers who are not Directors. The Board of Directors may
designate one or more Directors or officers who are not Directors as alternate
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members of any committee who may replace any absent or disqualified member at
any meeting of the committee. Each such committee shall have and may exercise
such powers as the Board of Directors may determine and specify in the
respective resolutions appointing them; provided, however, that (a) unless all
of the members of any committee shall be Directors, such committee shall not
have authority to exercise any of the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and (b) if any
committee shall have the power to determine the amounts of the respective fixed
salaries of the officers of the Corporation or any of them, such committee shall
consist of not less than three (3) members and none of its members shall have
any vote in the determination of the amount that shall be paid to him or her as
a fixed salary. A majority of all the members of any such committee may fix its
rules of procedure, determine its action and fix the time and place of its
meetings and specify what notice thereof, if any, shall be given, unless the
Board of Directors shall otherwise by resolution provide.
6. Committee Minutes.
The Executive Committee and any other committee shall keep
regular minutes of their proceedings and report the same to the Board of
Directors when required.
7. Action by Committees Without a Meeting.
Any action required or permitted to be taken at a meeting of
the Executive Committee or any other committee of the Board of Directors may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, is signed by all members of the
committee and such consent is filed with the minutes of the proceedings of the
committee.
8. Resignations.
Any member of the Executive Committee or any other committee
may resign therefrom at any time by giving written notice of his or her
resignation to the Chairman of the Board, the President or the Secretary. Any
such resignation shall take effect at the time specified therein, or if the time
when it shall become effective is not specified therein, it shall take effect
immediately upon its receipt by the Chairman of the Board or the Secretary; and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
9. Vacancies.
Any vacancy in the Executive Committee or any other committee
shall be filled by the vote of a majority of the whole Board of Directors.
10. Compensation.
Unless otherwise expressly provided by resolution adopted by
the Board of Directors, no member of the Executive Committee or any other
committee shall receive any compensation for his or her services as a committee
member. The Board of Directors may at any time and from
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time to time by resolution provide that committee members shall be paid a fixed
sum for attendance at each committee meeting or a stated salary as a committee
member. In addition, the Board of Directors may at any time and from time to
time by resolution provide that such committee members shall be paid their
actual expenses, if any, of attendance at each committee meeting. Nothing in
this section shall be construed as precluding any committee member from serving
the Corporation in any other capacity and receiving compensation therefor, but
the Board of Directors may by resolution provide that any committee member
receiving compensation for his or her services to the Corporation in any other
capacity shall not receive additional compensation for his or her services as a
committee member.
11. Dissolution of Committees; Removal of Committee Members.
The Board of Directors, by resolution adopted by a majority of
the whole Board, may, with or without cause, dissolve the Executive Committee or
any other committee, and, with or without cause, remove any member thereof.
ARTICLE VI
MISCELLANEOUS
1. Execution of Contracts.
Except as otherwise required by law or by these Bylaws, any
contract or other instrument may be executed and delivered in the name of the
Corporation and on its behalf by the Chairman of the Board, the President, or
any Vice President. In addition, the Board of Directors may authorize any other
officer of officers or agent or agents to execute and deliver any contract or
other instrument in the name of the Corporation and on its behalf, and such
authority may be general or confined to specific instances as the Board of
Directors may by resolution determine.
2. Attestation.
Any Vice President, the Secretary, or any Assistant Secretary
may attest the execution of any instrument or document by the Chairman of the
Board, the President, or any other duly authorized officer or agent of the
Corporation and may affix the corporate seal, if any, in witness thereof, but
neither such attestation nor the affixing of a corporate seal shall be requisite
to the validity of any such document or instrument.
3. Checks, Drafts.
All checks, drafts, orders for the payment of money, bills of
lading, warehouse receipts, obligations, bills of exchange and insurance
certificates shall be signed or endorsed (except endorsements for collection for
the account of the Corporation or for deposit to its credit, which shall be
governed by the provisions of Section 4 of this Article VI) by such officer or
officers or agent or agents of the Corporation and in such manner as shall from
time to time be determined by resolution of the Board of Directors.
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4. Deposits.
All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation or otherwise as the
Board of Directors, the Chairman of the Board, or the President shall direct in
general or special accounts at such banks, trust companies, savings and loan
associations, or other depositories as the Board of Directors may select or as
may be selected by any officer or officers or agent or agents of the Corporation
to whom power in that respect has been delegated by the Board of Directors. For
the purpose of deposit and for the purpose of collection for the account of the
Corporation, checks, drafts and other orders for the payment of money which are
payable to the order of the Corporation may be endorsed, assigned and delivered
by any officer or agent of the Corporation. The Board of Directors may make such
special rules and regulations with respect to such accounts, not inconsistent
with the provisions of these Bylaws, as it may deem expedient.
5. Proxies in Respect of Stock or Other Securities of Other
Corporations.
Unless otherwise provided by resolution adopted by the Board
of Directors, the Chairman of the Board, the President, or any Vice President
may exercise in the name and on behalf of the Corporation the powers and rights
which the Corporation may have as the holder of stock or other securities in any
other corporation, including without limitation the right to vote or consent
with respect to such stock or other securities.
6. Fiscal Year.
The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.
ARTICLE VII
STOCK
1. Certificates.
Every holder of stock in the Corporation shall be entitled to
have a certificate signed by or in the name of the Corporation by the Chairman
of the Board, the President, or a Vice President and by the Secretary or an
Assistant Secretary. The signatures of such officers upon such certificate may
be facsimiles if the certificate is manually signed by a transfer agent or
registered by a registrar, other than the Corporation itself or one of its
employees. If any officer who has signed or whose facsimile signature has been
placed upon a certificate has ceased for any reason to be such officer prior to
issuance of the certificate, the certificate may be issued with the same effect
as if that person were such officer at the date of issue. All certificates for
stock of the Corporation shall be consecutively numbered, shall state the number
of shares represented thereby and shall otherwise be in such form as shall be
determined by the Board of Directors, subject to such requirements as are
imposed by the Nevada General Corporation Law. The names and addresses of the
persons to whom the shares represented by certificates are issued shall be
entered on the stock transfer books of the Corporation, together with the number
of shares and the date of issue, and in the case of cancellation, the date of
cancellation. Certificates surrendered to the Corporation for transfer shall be
canceled, and no new certificate
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shall be issued in exchange for such shares until the original certificate has
been canceled; except that in the case of a lost, stolen, destroyed or mutilated
certificate, a new certificate may be issued therefor upon such terms and
indemnity to the Corporation as the Board of Directors may prescribe.
2. Transfer of Stock.
Transfers of shares of stock of the Corporation shall be made
only on the stock transfer books of the Corporation by the holder of record
thereof or by his or her legal representative or attorney in fact, who shall
furnish proper evidence of authority to transfer to the Secretary, or a transfer
clerk or a transfer agent, and upon surrender of the certificate or certificates
for such shares properly endorsed and payment of all taxes thereon. The person
in whose name shares of stock stand on the books of the Corporation shall be
deemed the owner thereof for all purposes as regards the Corporation.
3. Regulations.
The Board of Directors may make such rules and regulations as
it may deem expedient, not inconsistent with these Bylaws, concerning the issue,
transfer and registration of certificates for stock of the Corporation. The
Board of Directors may appoint, or authorize any officer or officers or any
committee to appoint, one or more transfer clerks or one or more transfer agents
and one or more registrars, and may require all certificates for stock to bear
the signature or signatures of any of them.
4. Lost Certificates.
The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost or destroyed,
upon the making of an affidavit of the fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.
5. Registered Stockholders.
The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and hold liable for calls and assessments
a person registered on its books as the owner of shares, and shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Nevada.
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ARTICLE VIII
DIVIDENDS
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares of stock in the manner
and upon the terms and conditions provided in the Nevada General Corporation
Law.
ARTICLE IX
SEAL
A corporate seal shall not be requisite to the validity of any
instrument executed by or on behalf of the Corporation. Nevertheless, if in any
instance a corporate seal is used, the same shall be in the form of a circle and
shall bear the full name of the Corporation and the year and state of
incorporation, or words and figures of similar import.
ARTICLE X
INDEMNIFICATION OF DIRECTORS AND OFFICERS
1. General.
The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
2. Derivative Actions.
The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint
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venture, trust or other enterprise, against expenses (including amounts paid in
settlement and attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged by a court of competent jurisdiction after exhaustion of all
appeals therefrom to be liable to the Corporation or for amounts paid in
settlement to the Corporation unless and only to the extent that the court in
which such action or suit was brought or other court of competent jurisdiction
shall determine upon application that, in view of all the circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
3. Indemnification in Certain Cases.
To the extent that a director, officer, employee or agent of
the Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 and 2 of this Article X, or
in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
4. Procedure.
Any indemnification under Sections 1 and 2 of this Article X
(unless ordered by a court or advanced pursuant to Section 5 of this Article X)
shall be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances. Such determination shall be made (a) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (b) if such a quorum is
not obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (c) by the
stockholders.
5. Advances for Expenses.
Expenses incurred by a director, officer, employee, or agent
of the Corporation in defending a civil or criminal action, suit or proceeding
shall be paid by the Corporation as they are incurred and in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
the amount if it shall be ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the Corporation as
authorized in this Article X.
6. Rights Not-Exclusive.
The indemnification and advancement of expenses authorized in
or ordered by a court pursuant to the other Sections of this Article X shall not
be deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any law, bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, for either an action in
his official capacity or an action in another capacity while holding such
office,
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except that indemnification, unless ordered by a court pursuant to Section 2 of
this Article X or for advancement of expenses made pursuant to Section 5 of this
Article X, may not be made to or on behalf of any director or officer if a final
adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action.
7. Insurance.
The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and liability and expenses incurred by him in any such capacity, or arising
out of his status as such, whether or not the Corporation would have the power
to indemnify him against such liability under the provisions of this Article X.
8. Definition of Corporation.
For the purposes of this Article X, references to "the
Corporation" include, in addition to the resulting corporation, all constituent
corporations (including any constituent of a constituent) absorbed in
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees and
agents so that any person who is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article X with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
9. Other Definitions.
For purposes of this Article X, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article X.
10. Continuation of Rights.
The indemnification and advancement of expenses provided by,
or granted pursuant to this Article X shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such person. No amendment
to or repeal of this Article X shall apply to or have any effect on, the rights
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any director, officer, employee or agent under this Article X which rights come
into existence by virtue of acts or omissions of such director, officer,
employee or agent occurring prior to such amendment or repeal.
ARTICLE XI
AMENDMENTS
These Bylaws may be repealed, altered or amended by the
affirmative vote of the holders of a majority of the stock issued and
outstanding and entitled to vote at any meeting of Stockholders or by resolution
duly adopted by the affirmative vote of not less than a majority of the
Directors in office at any annual or regular meeting of the Board of Directors
or at any special meeting of the Board of Directors if notice of the proposed
repeal, alteration or amendment be contained in the notice of such special
meeting, and new Bylaws may be adopted, at any time only by the Board of
Directors.
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